8-K
FG Nexus Inc. (FGNX)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 19, 2024
| FUNDAMENTAL GLOBAL INC. | ||
|---|---|---|
| (Exact<br> name of registrant as specified in its charter) | ||
| Nevada | 001-36366 | 46-1119100 |
| --- | --- | --- |
| (State<br> or other jurisdiction of | (Commission | (IRS<br> Employer |
| incorporation<br> or organization) | File<br> No.) | Identification<br> Number) |
| 108 Gateway Blvd, Suite 204<br><br> <br>Mooresville, NC | 28117 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
(704)994-8279
(Registrant’s telephone number including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| Common<br> Stock, $0.001 par value per share | FGF | The<br> Nasdaq Stock Market LLC |
| 8.00%<br> Cumulative Preferred Stock, Series A, $25.00 par value per share | FGFPP | The<br> Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item5.07 Submission of Matters to a Vote of Security Holders.
Fundamental Global Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on December 19, 2024. There were outstanding and entitled to vote at the Annual Meeting 1,264,929 shares of common stock. There were present, in person or by proxy, 852,813 shares representing approximately 67.4% of the common stock outstanding and entitled to vote. The matters set forth below were voted upon, with the results as indicated:
ProposalNo. 1 – Election of Directors:
The Inspector of Elections certified the following vote tabulations for the seven nominees for election to the Board of Directors, all of whom were elected to serve as directors of the Company until the Company’s 2025 annual meeting of stockholders:
| For | Withheld | Broker<br> Non-Votes | ||||
|---|---|---|---|---|---|---|
| D. Kyle Cerminara | 587,446 | 3,877 | 261,490 | |||
| Richard E. Govignon, Jr. | 580,973 | 10,350 | 261,490 | |||
| Rita Hayes | 583,098 | 8,225 | 261,490 | |||
| Michael C. Mitchell | 588,417 | 2,906 | 261,490 | |||
| Robert J. Roschman | 587,523 | 3,800 | 261,490 | |||
| Ndamukong Suh | 583,324 | 7,999 | 261,490 | |||
| Scott D. Wollney | 579,792 | 11,531 | 261,490 |
ProposalNo. 2 – Approval of Amendment No. 2 to 2021 Equity Incentive Plan:
The Inspector of Elections certified the following vote tabulations for the proposal to approve Amendment No. 2 to the Company’s 2021 Equity Incentive Plan:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 538,721 | 50,091 | 2,511 | 261,490 |
ProposalNo. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm:
The Inspector of Elections certified the following vote tabulations for the proposal to ratify the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
| For | Against | Abstain |
|---|---|---|
| 841,250 | 9,348 | 2,215 |
ProposalNo. 4 – Advisory Approval of Executive Compensation:
The Inspector of Elections certified the following advisory vote tabulations for the non-binding approval of the compensation of the Company’s Named Executive Officers, as described in the Proxy Statement related to the Annual Meeting:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 576,704 | 12,233 | 2,386 | 261,490 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FUNDAMENTAL<br> GLOBAL INC | ||
|---|---|---|
| Date:<br> December 20, 2024 | By: | /s/ Mark D. Roberson |
| Mark<br> D. Roberson | ||
| Chief<br> Financial Officer |